Exhibit 10.35
GUARANTY
GUARANTY, dated as of August 8, 2006 made by BARNICO DRILLING, INC., a Texas
corporation (the “ New Guarantor ”, and together with the Existing Guarantor (as defined below), the “
Guarantors ”), in favor of CASTLERIGG MASTER INVESTMENTS LTD., a company organized under the
laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the “ Collateral Agent ”)
for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of July 25, 2006 (as
amended, restated or otherwise modified from time to time, the “ Securities Purchase Agreement ”).
W I T N E S S E T H :
WHEREAS, Wentworth Energy, Inc., an Oklahoma corporation (the “ Parent ”), and each
party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “ Buyer ”, and collectively, the “
Buyers ”) are parties to the Securities Purchase Agreement;
WHEREAS, a certain subsidiary of the Parent (the “ Existing Guarantor”) , executed and
delivered a guaranty dated July 25, 2006, guaranteeing all of the obligations of the Parent under the Securities
Purchase Agreement, the Notes and the Transaction Documents (as defined in the Securities Purchase
Agreement);
WHEREAS, pursuant to Section 5(m) of the Security Agreement dated July 25, 2006, made by
the Parent and the Existing Guarantor in favor of the Collateral Agent for the Buyers (the “ Security Agreement
”), the New Guarantor is required to execute and deliver to the Collateral Agent a guaranty guaranteeing all of the
obligations of the Parent under the Securities Purchase Agreement, the Notes and the Transaction Documents;
and
WHEREAS, the New Guarantor has determined that the execution, delivery and performance of
this Guaranty directly benefits, and is in the best interest of, such New Guarantor;
NOW, THEREFORE, in consideration of the premises and the agreements herein and in order
to induce the Buyers to perform under the Securities Purchase Agreement, the New Guarantor hereby agrees
with e